1.00 The Board hereby presents its Report for the year ended March 31, 2023.
2.00 FINANCIAL RESULTS AND HIGHLIGHTS:
2.01 The financial results of the Company are given below:
(Rs in Lakhs)
Particulars
Total Revenue
V. Profit before Tax (III-IV)
(VII+VIII)
3.00 WEBLINK OF THE ANNUAL RETURN:
3.01 The Annual Return for the year ended March 31, 2023, when filed, shall be placed on the website of the Company at https://www.yamunasyndicate.com/AnnualReturn.html
4.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
4.01 Four Board Meetings were held during the year ended March 31, 2023.
5.00 DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(c) OF THE COMPANIES ACT, 2013:
5.01 Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013 (‘the Act') and based on the representation received from the operating management, your Directors hereby confirm that:
(a) In the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable Accounting Standards have been followed and there are no material departures;
(b) The Directors have selected such accounting policies with the concurrence of the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;
(c) The Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the Annual Accounts on a going concern basis;
(e) The Directors have laid down internal financial controls to be followed by the Company, and these financial controls are adequate and are operating effectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
6.00 DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:
6.01 The Auditors have not reported any frauds under sub-section (12) of the section 143 Companies Act, 2013 and rules made there under to the Audit Committee or to the Board of Directors.
7.00 STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:
7.01 All the Independent Directors have furnished declarations that each of them meets the criteria of Independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and Rule 6(1) and (2) of the Companies (Appointment & Qualification of Directors) fifth Amendment Rules, 2019.
8.00 POLICY ON DIRECTORS' APPOINTMENT/ REMUNERATION OF DIRECTORS/ KEY MANAGERIAL PERSONNEL/ OTHER EMPLOYEES:
8.01 The Nomination and Remuneration Committee formulated the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board, a policy relating to the remuneration for the directors, key managerial personnel and other employees. While formulating the policy, the Committee has taken into account:
i) that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;
ii) that relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
iii) that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.
8.02 The Nomination and Remuneration policy is available on the website at www.yamunasyndicate.com/downloads/Nomination_and_Remuneration_Committee_Policy.pdf
9.00 EXPLANATION OR COMMENTS ON QUALIFICATION ETC., BY AUDITORS AND COMPANY SECRETARY IN PRACTICE:
9.01 There is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in the Auditors' Report or by the Company Secretary in Practice in Secretarial Audit Report needing explanation or comments by the Board.
10.00 PARTICULARS OF LOANS/GUARANTEES/INVESTMENTS:
10.01 Particulars of Investment made, Loans given and/or Guarantee/Security provided under Section 186 of the Companies Act, 2013 as at March 31, 2023, are as under:-
Sr.
No
Face Value per share
No. of Shares
Investment during the year As at 31.03.2023
2.
Loan/Guarantee/ Security
11.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
11.01 The Company has formulated a Policy on Materiality of Related Party transactions and also on dealing with Related Party transactions as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Related Party transactions has been disclosed on the website of the Company at: http://www.yamunasyndicate.com/downloads/Policy_on_Materiality_of_Related_Party_Transactions_and_ on_Dealing_with_Related_Party_Transactions.pdf
11.02 All contracts, arrangements and transactions entered by the Company during the financial year with related parties were in its ordinary course of business and were on arm's length basis.
11.03 The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, are given in the prescribed Form AOC-2, annexed as Annexure-1. .
12.00 STATE OF COMPANY AFFAIRS AND OPERATIONS INCLUDING MANAGEMENT DISCUSSION & ANALYSIS:
12.01 Fiscal-2023 marked the first full year after the end of Covid pandemic. Business activities remained smooth throughout the year, even though some trading sectors& manufacturing units showed suppressed demand as well as poor capacity utilization.
12.02 Overall business performance of the Company during the year has been good. Revenue from trading operations has been around 9% higher than the previous year. However, the net profit (excluding dividend income) has remained stagnant owing to stiff competition in the after-market, and pressure on margins for most of our traded products.
12.03 During the year, we successfully entered a new trading line in the form of distribution of auto spare parts (V-belts, Seals, Antivibration Mountings, Coolant, Radiator Hoses, Filters etc), manufactured by a reputed Company of the JK Group, called JK Fenner. Our area of operation includes Yamunanagar & Kurukshetra Districts. In addition, we are also making efforts to distribute these products in parts of Himachal through our Branch there.
12.04 Our trading operations relating to automotive & industrial lubricants, electricals, auto spare parts, and, to some extent, batteries are characterized by severe competition as well as chaotic & unorganized after-market. As a result, margins remained under pressure, and timely realization of outstandings a constant challenge.
12.05 The Retail Outlet (diesel/petrol pump) continued to remain an important business segment during the year. In particular, demand for diesel was good during the cane crushing season as well as owing to sizable procurement by Isgec Heavy Engineering Ltd. The latter has now tapered off, as a result of which turnover during the financial year ending March 31, 2024 is expected to be somewhat less than during the previous year.
12.06 Battery business was good during the year, and the Principals have been appreciative. Prospects for the next year are bright, and the Principals have plans to launch new products. This should help boost our revenues. Investment remained well under control in the battery-related operations.
12.07 Trading of Gulf Oil automotive lubricants through our Himachal Pradesh Branch during the year has been somewhat below our expectations. We need to reduce investment and boost sales. Actions in this regard have been identified and we are working on these. We expect improvement, diversification, as well as growth during the next year.
12.08 Regarding the future scenario, the overall economic situation during Fiscal-2024 appears somewhat uncertain owing to existing global geo-political situation and the inherent possibilities of disruption of supply chains, and related business. Market conditions are likely to remain difficult, and we expect growing competition in the product segments currently handled by us. Owing to the stagnation in several sectors of the economy, the demand situation will remain a cause for concern. Consequently, the prices are unlikely to look up significantly.
12.09 Industrial relations continued to remain cordial and peaceful. With a view to have good human resources, we continued to provide classroom and on the job training to staff members. Our internal control systems were found to be adequate. We continue to frequently review our systems and processes with a view to improve efficiency of working and reduce costs & timelines.
12.10 As in previous years, we will continue to retain our focus on safety, quality and customer service. We shall also endeavor to identify new product lines for the enhancement of our trading operations. In addition, efforts would continue for cost control, and efficient utilization of all our resources.
12.11 In compliance with SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018, details of significant changes in key financial Ratio are given in Annexure-2.
13.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF ISGEC HEAVY ENGINEERING LIMITED (ASSOCIATE COMPANY):
13.01 It was a good year for the Associate Company. There was over 17 % growth in the revenue during the year mainly in the manufacturing business.
13.02 Profitability was much better due to higher margins in the Project business as share of orders booked in the last year with higher margins was higher. Higher sales in the Manufacturing business, which has typically better margin than EPC business also contributed to higher profitability.
13.03 The order backlog as of April 1, 2023 is healthy for all lines of business of Associate Company.
13.04 The Associate Company expects good opportunities for continued business due to:
The government's strong push towards infrastructure development with an allocation of 10 lakh crores in the Union Budget 2023-24 will create lucrative opportunities for the heavy engineering industry. Increased focus on the infrastructure sector, affordable housing, road networks, railway station and airport projects, will contribute to growth of the Cement and Steel sectors. This will help business for Air Pollution Control Equipment, Castings, Contract Manufacturing, Boilers, Boiler Manufacturing & Piping, and Civil Construction;
Under the Ethanol Blending Programme (EBP), being promoted by the Government, Sugar and Distillery projects are likely to come up in a big way and this will help strengthen the Boilers and Sugar Plants & Distilleries businesses;
Investment in new petrochemical projects is expected to continue, which will benefit Process Equipment, Boilers, and Air Pollution Control Equipment businesses.
The emission control equipment segment is poised to grow due to stringent emission regulations in Power, Oil &Gas, Chemical and Fertilizer industries.
13.05 The Associate Company's wholly owned subsidiary company, Saraswati Sugar Mills Limited, which commissioned its 100 KLPD Ethanol plant in Fiscal-2022, completed the first full year of operation for the Ethanol Distillery unit.
14.00 CONSOLIDATED FINANCIAL STATEMENTS:
14.01 As required under Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements in respect to the Company and its Associate Company-Isgec Heavy Engineering Limited.
14.02 Further, as required under Rule 5 of the Companies (Accounts) Rules 2014, a statement in Form AOC-1 containing salient features of the financial statement of Associate Company is annexed to the consolidated financial statements.
15.00 AMOUNTS TRANSFERRED TO RESERVES, IF ANY :
15.01 No amount was transferred to the Reserves during the year ended March 31, 2023.
16.00 DIVIDEND:
16.01 Your Directors are pleased to recommend a final dividend of Rs. 325/- per equity share of 100/- each for the financial year ended March 31, 2023. The final dividend, if approved and declared in the forthcoming Annual General Meeting, will result outflow of Rs. 998.94 lakhs.
17.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER THE CLOSE OF THE YEAR:
17.01 There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of the report.
18.00 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:
18.01 The particulars, as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption, are annexed as Annexure- 3.
19.00 RISK MANAGEMENT POLICY:
19.01 The Board has developed and implemented a Risk Management Policy for the Company for identifying elements of risk, which in the opinion of the Board may threaten the existence of the Company. All efforts are taken to mitigate risks.
19.02 The Risk Management Policy is available on the website of the Company at hhttps://www.yamunasyndicate.com/downloads/Risk_Management_Policy.pdf
20.00 CORPORATE SOCIAL RESPONSIBILITY:
20.01 Provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 as amended from time to time, are not applicable to the Company. Therefore the Company has not constituted Corporate Social Responsibility Committee of the Board of Directors.
21.00 DETAILS OF FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:
21.01 On the recommendation of the Nomination and Remuneration Committee, the Board has finalized a policy specifying manner for effective evaluation of performance of the entire Board, Committees, Independent Directors and Individual Directors. Such Policy is available on the website of the Company.
21.02 The method of evaluation, as per the Evaluation Process, is to be done by internal assessment through a detailed questionnaire to be completed by individual Directors.
21.03 In accordance with the Companies Act and the Listing Requirements, the evaluation is done once in a year, after close of the year and before the Annual General Meeting.
22.00 CHANGES IN NATURE OF BUSINESS, IF ANY:
22.01 There is no change in the nature of business of the Company during the year.
23.00 DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR:
23.01 Mrs. Reva Khanna (DIN: 00413270) was re-appointed as an Independent Director during the year in the 68th Annual General Meeting dated August 25, 2022 by way of Special Resolution, for her second term of five years, until the conclusion of 73rd Annual General Meeting to be held in year 2027.
23.02 Mr. Kishore Chatnani (DIN: 07805465) retired by rotation and was re-appointed as a Non-Executive Director in the 68th Annual General Meeting dated August 25, 2022 .
24.00 STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:
24.01 Mrs. Reva Khanna (DIN : 00413270), who was re-appointed during the year as Non-Executive Independent Director, is a practicing qualified Chartered Accountant. She is having experience for over five decades in Accountancy and Financial Management Skills.
24.02 Her name is included in the Independent Directors data bank of Indian Institute of Corporate Affairs in compliance with the Rule 6(1) and 6(2) of Companies (Appointment and Qualification of Directors), Rules, 2014 and she is exempted to clear proficiency self-assessment test.
24.03 In the Performance Evaluation conducted during the year 2022-23, the performance of Mrs. Reva Khanna was evaluated as satisfactory. She is effective and efficient in discharging her responsibilities as an Independent Director of the Company. Accordingly, in the Board's opinion, she is a person of integrity and possesses relevant expertise and experience and that her association would be of immense benefit to the Company in future.
25.00 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATES:
25.01 No new company has become or ceased to be a subsidiary, joint venture and associate company during the year.
26.00 DEPOSITS :
26.01 The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits was outstanding as on the date of close of the financial year.
27.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:
27.01 There is no significant and material order passed by the regulators, courts or tribunals impacting the going concern status and Company's operations in future.
28.00 INTERNAL FINANCIAL CONTROLS:
28.01 The Company has adequate internal financial controls with reference to financial statements and these are working effectively.
29.00 MAINTENANCE OF COST RECORDS:
29.01 Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the provision of maintenance of cost records is not applicable to the Company.
30.00 PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
30.01 The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received regarding sexual harassment.
30.02 The Company has not received any compliant during the year under report and none is pending. .
31.00 SECRETARIAL AUDIT REPORT:
31.01 The Board of Directors of the Company has appointed M/s. Pramod Kothari & Company, Company Secretaries, to conduct the Secretarial Audit.
31.02 Pursuant to Section 204 of the Companies Act, 2013, a Secretarial Audit Report given by Mr. Pramod Kothari of M/s. Pramod Kothari & Company, is annexed as Annexure-4.
32.00 VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
32.01 The Board has framed Vigil Mechanism/ Whistle Blower Policy for Directors, Stakeholders, Individual Employees and their Representative Bodies in accordance with Sub-section (9) and (10) of Section 177 of the Companies Act, 2013 read with Rules made there under, Regulation 4(2)(d) and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Regulation 9A(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. Details of Vigil Mechanism/ Whistle Blower Policy are given in the Corporate Governance Report.
32.02 The Vigil Mechanism/Whistle Blower Policy has been disclosed on the website of the Company at https://www.yamunasyndicate.com/downloads/Vigil_Mechanism_Whistle_Blower_Policy.pdf
33.00 COMPOSITION OF AUDIT COMMITTEE:
33.01 The composition of Audit Committee is as below:-
S.No.
Name of Committee Member
Position
33.02 There is no recommendation by the Audit Committee which has not been accepted by the Board.
34.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:
34.01 Disclosures regarding remuneration as required under Section 197(12) of the Companies Act, 2013 are annexed as Annexure- 5.
34.02 Detail about the employees in receipt of remuneration of not less than one crore and two lakh rupees or above throughout the financial year or eight lakh and fifty thousand rupees per month during any part of the year as required under Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel)Rules, 2014, is not given in the Boards' Report, as there is no such employees.
35.00 REPORT ON CORPORATE GOVERNANCE:
35.01 Report on Corporate Governance for the year under review, as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is annexed as Annexure-6.
36.00 INDUSTRIAL RELATIONS:
36.01 Industrial relations remained peaceful.
37.00 SECRETARIAL STANDARDS:
37.01 The Company complies with all applicable Secretarial Standards.
38.00 PERSONNEL:
38.01 The Board wishes to express its appreciation to all the employees of the Company for their contribution to the operations of the Company during the year.
39.00 ACKNOWLEDGEMENTS:
39.01 Your Directors take this opportunity to thank the Banks, Government Authorities, Regulatory Authorities, and the Shareholders for their continued co-operation and support to the Company.
40.00 With these remarks, we present the Accounts for the year ended March 31, 2023.
By Order of the Board
(Kishore Chatnani)
(Reva Khanna)